


Catra Rebel AU: Off the Rails

by Dinoskull



Category: She-Ra and the Princesses of Power (2018)
Genre: Alternate Universe - Canon Divergence, Embedded Images, F/F, Gen, Mind Control, Shapeshifting, Zombies, embedded link
Language: English
Status: In-Progress
Published: 2019-08-28
Updated: 2019-09-05
Packaged: 2020-09-28 16:03:15
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 7
Words: 4,473
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20428652
Author URL: https://archiveofourown.org/users/Dinoskull/pseuds/Dinoskull
Summary: Another playground AU of mine. Catra doesn't get the sword, but does get another source of power in the Whispering Woods.No mere roleswap, Catra being in the rebellion changes the entire course of the war, and relationships may end up completely different.





	1. The Origin

"Choose your template" the voice demanded.

Catra stared at the menagerie of strange shadowy colored images that lay in front of her in this white, empty void. Many of the shadows were in groups of the same color.

Most were bipedal. 

Some had wings.

Some spikes.

One looked like the green silhouette of a snake, paired with an identically companion that was a humanoid torso connected to a long slithering tail

But there was one assembly, a group of quadrupeds all a pink color, that caught her eye.

She got closer to it. One of them pacing restlessly seemed to notice her approach the silhouette started to grow features, become less solid in color and more solid in shape. Eventually it was a detailed outline of an animal she'd never seen or heard of.

It carried itself with power, confidence. The tail looked like her own. Another of its companions had a mane almost as grand as hers.

She knelt down, surprised how safe she felt. The beast bowed. She scratched its head as she smiled to herself.

“I should choose the dragon if I’m smart, I know. But it's my dream, I'll go with what I like."

The voice returns upon that comment.

"Feline form module: Upgrade potential likely limited. Most forms on file extinct or never imported to Etheria, hindering use as a disguise."

"Don't tell me what to do" , Catra snidely replied with confidence.

"I don't know what you're offering, but I want these guys." she demanded

"Warning: once chosen settings can only be reset at *garbeld static* locations" the voice stated in its matter-of-fact tone.

"Who cares?" Catra was getting impatient. She wanted to see where this dream was heading before she had to wake up.

"Module Selection Confirmed. Configuring now."

The world fell away. 

Catra screamed. She felt her eyes changing. She landed on the ground on all fours.

"Uplink established.

Emergency message detected. 

'999+ years have passed.

Urgent Mission.

Administrator is Missing.

Find She-Ra!'"

The dream was making sense now. She had to use this power to find something.

She smiled with a face unfamiliar to her. A face of an extinct beast that had perished on Etheria long ago. 

The hunt was on.


	2. Post Reunion

**Summary for the Chapter:**

> Catra finally arranged to meet with Adora after the latter thought she was just gone for so long. It did not go well, and Glimmer confronts her afterwards.

Catra didn't feel like doing anything, so she just lay in her room, having snuck back on her own.

Her solitude was intruded by a flash of sparkles that revealed the princess of Bright Moon with an adorably grumpy look on her face that did not give the authoritative presence she obviously wanted 

Catra grumbled. "You taught me to knock and you don't do it yourself?"

"What were you doing all alone out there?"

Catra snickered. "Wow, the most reckless princess on Etheria giving me guff for going out without permission."

"Catra. This is serious. We almost lost you to an ambush, and you never get sneaked up on. How did this happen?!"

Catra sighed, she was too tired to try and get out of this. Well at least to try and _ completely _ get out of it.

"The leader of the ambush was my best friend in the Horde. I had arranged to secretly meet with her alone. She brought others to try and drag me back by force."

Glimmer's eyes widened, she was almost at a loss for words. But she regained herself, and subconsciously channeled how she wished her mother would act when she messed up.

"I think I know where this is going, but you should have told Bow and me what was going on. We almost lost you."

Catra took offense and sneered at that . " And betray her trust? I've known Adora a lot longer than I've known you, Princess."

Glimmer's composure did not last any longer. "Catra, please tell me you were trying to get her to defect!"

Catra chuckled. "Wow so unambitious, Sparkles. I thought she could act as a saboteur from within."

Glimmer sighed with a mixture of relief and exasperation as she placed her palm on her face. "I'm glad we can trust you Catra. I really am. But I wish you hadn't done this behind our backs."

Catra turned away dramatically to face out the window.

"I always said we'd be running the Horde someday. That we'd fix everything. Make it right."

Glimmer felt her heart sink. She climbed onto the windowsill and placed a comforting hand on Catra's shoulder.

"What I somehow never realized all these years is she's actually a believer and figured we'd be doing it "the proper way". Me, I was open to a coup. So I sent her a letter so we can hammer things out a different way to take over, with me from the outside with her from within"

Glimmer pulled Catra into a hug, startling the feline. 

"I'm so sorry Catra. I can't imagine what its like to have a friend betray you. And for the Horde no less."

Catra didn't know how to react to this. She wanted to push Glimmer off. She never let anyone touch her like this except Adora. But this...this felt nice.

The mood was then interrupted by Queen Angella's guards opening the door, the queen's visage stern and full of dissapointment

Glimmer rushed to defense of her friend. "Mom, I know it sounds bad but listen…"

Angella didn't even let her finish. She ignored her daughter and addressed the Rebellion's great hero.

"Catra, Castaspella's mages reconstructed the torn up letter."

Catra's reply was automatic. She had seen the letter was missing, she knew this was coming.

"None of my barely half-baked plans to undermine your power and raise my position in the Rebellion involved any harm coming to you or your daughter" .

Her confession was lackadaisical, yet rehearsed almost matter of fact.

Angella glowered, a mixture of self condemnation and righteous fury 

Glimmer just stood there agape looking for an answer from the girl she had just embraced as she listened to her pour her heart out.

Catra shrugged. "What can I say? I'm ambitious and your Mom's speech on "soft political power" got wheels turning."

Angella glowered. "You plotted to undermine me."

Catra raised her head to meet her gaze.

"Not in a way that would hurt the Rebellion. It was... more a long term goal. And I hadn't made any plans for anything illegal at the time."

"I don't think you understand the seriousness of charges of capital conspiracy." The queen responded. "You will remain off missions and under guard until further notice."

Catra smirked. "And who do you have to 'guard me'?"

Catra's mood seemed to lift with the chance to engage in some sarcastic disdain.

"Castapella is lending several mages for that purpose."

Catra's mood fell again. "Oh, that might actually work. Figures getting you two talking again would come back to bite me"

"Catra". Glimmer's voice was strange, the emotions hard to pinpoint.

Catra turned to face her friend...and got a faceful of sparkles. 

With that Glimmer stormed out of the room wordlessly past her mother, leaving Catra flailing.


	3. Slime Slaves

**Summary for the Chapter:**

> Working under pressure, Shadow Weaver produces something that could change the course of the war.

Shadow Weaver tried to hide her nervousness.

Lord Hordak gazed upon her with what many would think was just his normal ire. But Shadow Weaver recognized the subtle differences knew the true context:

“If I had any better options, I would replace you in an instant." 

That was the clear meaning of his gaze.

This was beyond her normal field of research. But from her Shadow Spies looking out for Catra, looking for some way to take out the pest before Adora found out she was still alive, she heard the term "rage virus” and remembered a passage she had read of in Mystacore: in one of the dark and morbid tomes she had been drawn to while others whispered behind her back like scared children.

It was simple enough to arrange to get a sample of the mud from Beast Island. Magically bringing out its potential had been much harder and had taken as much luck as it did skill,perhaps more. She was not only working from memory, but the tome had intentionally not given enough information to replicate the feat.

But she was desperate. She was rapidly plummeting in Hordak’s confidence.And she had not only failed in taking out Catra quietly, but Adora was growing rebellious and likely suspected she had known Catra’s whereabouts all along.

The prisoner was led into the experiment chamber. One of Etheria's reptilian races, who had been caught assisting in smuggling eggs out of Horde territory.

Eggs born from Horde soldiers and thus the Horde’s property.

They needed to be made an example of, and Shadow Weaver needed a subject for the demonstration. It was win-win.

The traitor was laid in the chamber, a window of duraplastic allowing Hordak and Shadow Weaver to view what was to come .

The former Horde trooper was shoved to the ground followed by their escorts rapidly left the room.

With a push of a button, vat above started to turn over, pouring down the green ooze.

At first bafflement registered on the victim’s face. They expected more than humiliation.

The look of bafflement didn’t last long.

Their eyes suddenly dilated. A sense of lethargy seemed to to take over as their black-blue scales were quickly covered by the green goop.

The bonds on their wrists suddenly snapped.

A door opened from the opposite side of the chamber, and a figure stepped out.

It was one of the Rebellion’s new robot infantry. Hordak could tell it was clearly made by someone more used to making toys or entertainment devices than war machines. It was less durable and had less redundant parts than even his army’s admittedly frugal creations.

Unfortunately past battles showed they made up for it with far better firepower than what the Horde had. Hordak had even been impressed enough to open and examine one himself. The improvements made were counterintuitive, yet simple, and he would have to include them in his own designs.

Shadow Weaver tapped a button, causing a subsonic signal to be emitted within the chamber. The ooze covering the body seemed to twitch as if it was the one hearing and responding to it.

There was no howl, no verbalization, just breathing as the now living engine of destruction bore themselves down upon the metal intruder.

The slimy covering on the crazed former trooper helped act as cushioning armor. Stun blasts were insulated against, the awkward blows of the machine shrugged off.

The former Horde soldier acted merely with rage at first, but eventually learned and started targeting weak points

Soon the robot lay torn apart.

Shadow Weaver hit another button sending out a different signal, with it the feral soldier suddenly went still and stood to attention.

Shadow Weaver turned to Hordak. 

“What do you think Lord Hordak? I believe my project shows potential.”

Memories stirred in Hordak. A similar green ooze, even the smell was not too different . Of hulking beasts of bony armor charging across the battlefield. At first he tried to shut them out, but looking at Shadow Weaver he thought better. Her biggest flaw was how she let her emotions control her; if he refused to face some memories out of annoyance or embarrassment of past failures he would be worse than her.

“I may have something that could assist your work. An improved dispersal and control method.” Hordak finally stated.

“My lord?" 

"I will get back to you on this matter."

His face showed a grimace.

And with that he strode out of the test room, leaving Shadow Weaver alone with the technicians cleaning up.

The sorceress did not know whether to be angry at her work not being given praise, or just confused about his unusual sudden change of demeanor.

Still…Hordak having something useful to magical endeavors…what could be the story behind that be?

* * *

<iframe src="https://youtu.be/bHncoxvxRO8"></iframe>

**Notes for the Chapter:**

> Yeah, Entrapta staying with the Rebellion is leading to a terrifying arms race.
> 
> Hordak is possibly going to combine his cloning knowledge with Shadow Weaver’s sorcery to create a biological siege weapons that spreads the mind control slime she invents.  
I imagine their working relationship and respect for eachother will improve...but they'll still hate each eachother's guts, just be more professional about it.
> 
> They have slime zombies thanks to Shadow Weaver, now they will create The Slime Mutants! To lead them!
> 
> Pictured here with the removable organ accessories
> 
> Because the Slime Pit used to be the Horde’s (to make slime zombies) and I’m giving it back
> 
> (I was originally going to have this be stolen research from Skeletor, but I now want to give Horak more of a win for once. And I think its kinda arguable that Skeletor’s slime mutants in the 2002 reboot may have been created with knowledge imparted by Hordak who was a sorceror trapped in another dimension that incarnation.And S3 revealed the ship, while Horde most likely, wasn't his and likely wouldn't have his belongings onit)
> 
> [For More On this Important Piece of Toy History, click here](https://battleramblog.com/slime-pit-evil-pit-of-gruesome-ooze-1986/)


	4. Adora goes AWOL

**Summary for the Chapter:**

> Scorpia finds Adora after her friend runs away from the Horde.

**Notes for the Chapter:**

> Some Adora/Scorpia for you all.  
Enjoy it while you can, the reunion ain't a happy one.

A soft voice broke the silence of the wilderness.

"Adora?"

Her eyes snapped open from her sanctuary under the "cave" of tree roots. She technically wasn't in the Whispering Woods, but a close enough woodland area nearby she had hoped would be enough to scare away pursuers by association if they didn't fall for the fake trail she left.

Perhaps she should have gone in the woods despite her fears, because apparently she was still found.

Despite her exhaustion she instinctively took a fighting stance. 

Her vision found itself centered on the potential threat. It was Scorpia. Alone. Eyes full of concern.

She drew her breath and made her declaration firm.

"I'm not going back to the Horde."

It wasn't much of a greeting

Scorpia waved her pincers in a placating motion.

"Hey, hey! Let's not talk about that yet.You look terrible."

Scorpia was right.  Her hair was a mess, her hands scuffed, and she pretty much only ate what she stole when her hunger overcame any guilt. The Horde didn't go much into the food-gathering aspects of wilderness survival training until late in a soldier's career, so she didn't know what was safe to eat. She never thought of it before, but it was probably taught so late so by the time soldiers could live independently they had committed so many atrocities they would feel they had nowhere else to go.

Scorpia held out a ration bar. It was a grey one. Her and Catra's favorite.

"You haven't eaten much, have you?"

Hunger and lingering trust to her former confidant overcame suspicion temporarily, and she accepted it.

She would have wolfed it down, but experience in the past few days taught her to eat slowly when on an empty stomach or suffer pain at a later time.

So she carefully opened it. A thought occurred to her, Adora then held it away, upwind. She sniffed at the breeze for any signs of tampering. 

Adora decided to try fishing for information as she ate.

"How did you find me?"

"Doing my job, really. I had some plainclothes troopers sent in and ask if they had seen a strange girl going around. "

Scorpia tapped her chin thoughtfully.

"You know? The planetary conquest thing would be easier if we had spies like Shadow Weaver wanted, but Hordak thinks that would be an unnecessary complication."

And of course Hordak probably doesn't trust the treacherous Shadow Weaver to run such an endeavor, Adora thought to herself. Her shadow spies were one thing, but infiltrators were another. But why couldn't he run such a thing himself? What exactly did the leader of the Horde contribute?

Adora changed the subject.

"So, I've been seeing skeleton monsters in the Horde since I left. That's new."

Scorpia hesitated before answering. "It's getting a lot scarier lately. But turns out Shadow Weaver was working on those even before you left. She was under a lot of pressure you know, with the Rebellion getting a robot army from that princess."

Adora felt a surge of different thoughts and emotions. She pushed the ones about Shadow Weaver to the side and decided to focus on the princesses.

The ball had thrown her entire view of the princesses in disarray. She knew Scorpia was a princess from Force Captain orientation. The prom had shown her the rest of the princesses were clearly not a unified faction, and none of them acted like she expected.

Still, Entrapta, the bubbly girl from the Royal Ball had made terrifying contributions to the forces of the Rebellion with her robots. So even if the Horde was evil, there was clearly more to the princesses than meets the eye and they weren't necessarily good.

And of course there was still the matter of Catra. She had for the longest time been in denial, telling herself Shadow Weaver was wrong, and Catra wasn't acting out of her free will. She told herself the Queen must have done something to her mind to make her so much more vicious than usual. She still shuddered at the memory of the sound of bones snapping as Catra made her way through Horde troops.

But the more they fought, the more she couldn't help but face that Catra didn't speak like under control, and the more her anger and words seemed genuine. 

Perhaps Catra had always been ...bad (no not bad, Adora shook her head, just hurt and angry) merely limited in what she could get away with before finding that strange gem. From what she learned from the prom, some members of the alliance begrudgingly tolerated Catra more than anything else. 

Her thoughts came to a halt when she realized there was nothing left of the ration bar.

There was no putting it off. There was an important question to be asked.

"So... are you here to capture me?"

Scorpia's head turned downwards. Adora tensed to spring… she did not expect her friend to raise a blubbering tear-streamed face.

"I don't want to!" the large woman cried.

"I hear Shadow Weaver muttering all the time what she's going to do when she finds you, and it scares me! Super Pal Duo should be more important than some dumb war!"

Scorpia launched herself at Adora, pulling her into a bearhug.

Adora didn't expect to be hugging someone under orders to capture her, but Scorpia was often surprising. 

It seemed like hours before Scorpia was coherent again. Then she said something Adora would never had expected.

"You.. should try joining the Rebellion...you'll be safer there."

Adora was shocked. She had not expected Scorpia to say that.

"Why? How? You think I can trust them?!" 

Scorpia nodded. "You and Catra have this unshakeable bond, right? She'll make sure you're okay."

Adora wanted to say something, that the Horde being bad didn't mean the princesses were good.That she had burned her bridge with Catra.

She held her tongue though; Scorpia didn't care about what side was good or bad, no matter how much she had indulged Adora's merciful nature when they worked together.

But she couldn't keep running forever. If there was no good side in this war, maybe she needed to try things the Catra way and looking out for herself. And maybe if she apologized (and begged) Catra would vouch for her.

"Come with me then." Adora's tone lay somewhere between firm and pleading.

Scorpia shook her head. "I can do more to protect you from the inside. And you do not want me there to make them distrust you more." 

Adora wanted to beg for Scorpia to relent, but the second reason was sound.

They emerged from under the tree roots, still staring at eachother.

Scorpia was the one to break the silence.

"Well… I guess this is goodb--" 

Adora threw herself at Scorpia and pulled the Scorpion woman into a crushing hug.

Scorpia felt the wind taken out of her.

She'd never been on the receiving end of a friendship hug before. She felt her eyes water, but she stayed strong. She had already cried enough.

The moment seemed to last forever, but eventually Scorpia had to return to her skiff.

***

Adora stood at the edge of the Rebellion affiliated village, eyes all looking on the scruffy newcomer.

"I surrender." she managed to get out. 

Then she collapsed.

The ration bar from Scorpia hadn't been filling enough after all.


	5. Alliances and Surprise Reunion

**Summary for the Chapter:**

> After leaving the Horde, and being rejected by Catra, Adora seeks an ally in Entrapta

This had been easier than she expected. All she had to do was some pieces of First Ones tech she found near Razz's place, and she was suddenly an honored guest.

The fact she confessed to being a former member of the Horde seemed to barely register.

As Entrapta gave a tour of the Cryptic Castle, Adora glanced around at everything. The villagers at the base of the mountain had warned her of traps and the questionable sanity of their ruler.

While she saw something shockingly familiar.

"Kyle?!"

He was cleaning a piece of machinery. He turned his head towards her.

"Adora?" He was just as surprised as she was.

"What are you doing here?"

"Catra dragged me from my tent to interrogate me. She made it look I had been killed by wild animals. Then she dumped me here."

Entrapta took that as a sign to chime in.  
"Kyle has been a wonderful addition to our staff! I'm so glad Catra recommended him!"

Unnoticed to Entrapta, Kyle silently mouthed "help me" to his former peer.

Adora winced. She was definitely bending her morals by teaming up with these people, but as bad as this Entrapta seemed to be, the Horde was worse.

If the Horde was defeated she would come back and free the people of Dryll from their technological tyrant;

For now,she had to prioritize.


	6. Second Reunion

**Summary for the Chapter:**

> Adora and Scorpia meet again on the battlefield.

In the old days they would have already been finished. But Shadow Weaver wanted as many civilians captured alive as possible as part of the new strategy, so here Scorpia found herself. It should have been beneath her as Force Captain to do this, but her tail was useful for taking out people quickly.

If only she had been willing to use it on all targets. 

Scorpia was having trouble restraining the child she had found without hurting her. The kid would not stop screaming. 

If Scorpia thought about it, it would be silly. What was going to happen was a lot worse than any injury she could give the kid, and any harm would be undone at the slime pit, but on instinct she still refrained from just crushing the girl's limbs or stinging her.

Then a familiar voice gave a query from behind her.

"What are you doing?"

She turned to find Adora. She was wearing a red mask and hat. In her hand was a strange rapier like weapon that seemed made from a modified stun baton. Her pants lookedmodified from a Horde trooper uniform. And she was still as a statue.

"Oh... hey Adora." Scorpia greeted nervously 

" I was just taking the kid to the slime pit to… you know… be turned into a slime monster to serve the Horde?"

Why did those words fill her with guilt saying them to Adora?

Adora's next words were simple and direct.

"Drop her."

Despite all her training and conditioning, Scorpia found herself obeying.

The young girl ran to this obvious protector and took refuge behind her, understandably trusting the new stranger over the Horde soldier. The child looked out from behind Adora as a tense silence filled the air.

The silence made Scorpia nervous, so she started talking.

" So... I saw from reports you're not with the Rebellion. Guess Catra refused to let you in? Sorry to hear that. After all you told me about her, I was rooting for you two to make up."

Adora just stared silently, her lips moving not an inch and her mask concealing her eyes.

"I like the look." Scorpia continued. "It's like the masquerade outfit you wore to Prom, but more practical for combat. Makes you look dashing."

Adora finally responded.

"Scorpia, surrender."

Scorpia was taken aback. She had kinda expected more silence.

"Adora, come on. We don't have to fight." Scorpia protested. 

"We're the Super Pal Duo, remember>I let you escape when ! found you near the Whispering Woods."

"I said surrender, Scorpia." Adora's voice had gone from monotone to a hint of irritation.

Scorpia was actually getting kinda annoyed herself.

"Surrender to who? You aren't the Rebellion! How are you going to keep me prisoner? You're just one person!"

"Surrender to Dryll," Adora answered.

Scorpia was puzzled. Dryll was a pretty faraway kingdom from where they were. What was Adora talking about?

A large mechanical form crashed through ruined houses to the left of them. Scorpia put her claws in front of her face to protect herself from the wave of debris. She was then very surprised to hear a cheerful voice come from the giant.

"Sorry I'm late, Adora! One of the legs locked up. Guess I'll have to give the joints an overhaul later! Never built a robot this big before; at least not one that didn't travel only on flat surfaces" 

The giant then turned to face the Horde soldier.

"Oh, you must be Scorpia!"

From that, Scorpia would later conclude where Adora had gotten her rapier from. At the moment though, she was too busy being terrified.


	7. A Gift for Angella

**Summary for the Chapter:**

> After teaching Catra to fly, Angella finds a wrapped gift on her bed.  
(It makes sense in context)

Queen Angella walked down the halls of her castle, a rare grin on her face. It had been a nicer day than usual, she had to admit. The Horde was quieter lately, and while she feared what they could possibly be planning after they suffered so many losses, she couldn't help but still enjoy this rare peace.

She smiled fondly at the memory of the week before. When Catra had come back from Dryll as a small, horned cat with wings...well Angella honestly had been stuck giggling until they could help her figure out how to change back.

The girl could have just ignored the new form that had been added to the menagerie of felines she could shift into, but she was determined to master it.

And so Angella found herself teaching a cat to fly. 

Luckily Catra was a quick learner. They went for several weeks, on and off, until Catra felt confident and abruptly stated she could handle it herself.

Poor girl.

Catra was... troubled, if one wanted to understate the issues. And power-hungry. But it was clear now to Angella that was entirely because she equated power and safety.

Despite their past misgivings (including an attempt to undermine Angella's political power that had led to Catra fleeing to Plumeria for almost a month), she found herself enjoying teaching the "Rebellion's greatest hero" something only she could.

Entering her bedchamber, Angella was greeted by a box. Carefully wrapped, aside from a sloppily applied bow, and placed on her bed.

There was a note attached. Carefully, she examined it.

"Thanks for the flying lessons. I know none of us expected Entrapta's experiments with that weird sword to give me a form with wings. I thank you for taking the time to help me learn how to use them. 

To show my appreciation, here's a gift. I went out of my way to get it, so you better like it.

P.S Tell anyone about what we talked about during breaks between lessons and I'll scratch your eyes out. Queen or not."

No name given, but the person behind it was obvious.

Queen Angella had to admit she felt like her heart was glowing...combined with indignation at its tone and that her room had been intruded upon.

"Nearly always mixed feelings with that girl." She mused.

She opened the box.

Inside was the corpse of a purple, three-eyed squirrel, likely obtained from deep within the Whispering Woods.

Angella calmly put the lid back on the box and placed it aside.

She sighed to herself.

"I don't know what I expected."

**Notes for the Chapter:**

> Glimmer is probably jealous of the flying lessons.
> 
> I gave Catra the ability to turn into multiple kinds of cats. The flying cat form is what happens when Entrapta tinkering with the Sword of Protection when Catra isn't following safety instructions and it interacts with the First-One's tech Catra has inside her. 
> 
> Its kinda an homage to the "cat bird" minions 80s Catra had in the very surreal comic Journey to Mizar, which is written like some classic Greek hero tale and She-Ra is kind of an amoral jerk who actually kills (in G-rated magical ways) way more than Catra.


End file.
